accel frontllne - inspirisys...accel frontline limited registered office: 57, 59, 61, 63, taylors...

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ACCEL FRONTLlNE GLOBAL IT SERVICES AFUSS/SE/26/2018-2019 25 th August, 2018 The National Stock Exchange of India Ltd. Exchange Plaza Sandra Kurla Complex Sandra East Mumbai 400 051 Dear Sir, Sub: Notice of Date of Annual General Meeting Ref: Scrip Code - NSE - AFL This is to inform you that the 23 rd Annual General Meeting of the Company will be-held on Wednesday, the 19th September, 2018 at "The Music Academy Mini Hall, TTK Road, Alwarpet, Chennai- 600014" at 10:30AM. The Copy of the Notice of the 23' d Annual General Meeting is enclosed. Further, we wish to intimate that in terms of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (LODR) Regulations, 2015, the Company shall provide to its members the facility to exercise their votes electronically for transacting the items of business as set out in the Notice convening the ensuing Annual General Meeting of the Company. For the aforesaid purpose, the company has fixed Wednesday, 121h September, 2018 as the cut-off date to determine the entitlement of voting rights of members fo re-voting. The Company had entered into an arrangement with National Securities Depository Limited (NSDL) for facilitating e-voting through their e-voting platform. Kindly take the same on record. Yours faithfully, S.Sundaramurthy Company Secretary Encl: as above imited Accel Frontline Limited, Regd. Office: Firsi Floor. Dowl ath Towers . 'New Doo r Nos. 57, 59, 6 I & 63, Taylors Road, K;!pauJ<, Chenna; - 600 010. India Tel : +91 -44-4 1252000 fax: +91 - 44-71>42427I ClN: l,3C006TN l995PLCOJ 1736 We bsite: www.accelfrontli nc.com

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Page 1: ACCEL FRONTLlNE - Inspirisys...Accel Frontline limited Registered Office: 57, 59, 61, 63, Taylors Road, Oowlath Towers, First Floor, Kilpauk, Chennai -600 010. CIN:L30006TN1995PLC031736

ACCEL FRONTLlNE GLOBAL IT SERVICES

AFUSS/SE/26/2018-2019 25th August, 2018

The National Stock Exchange of India Ltd. Exchange Plaza Sandra Kurla Complex Sandra East Mumbai 400 051

Dear Sir,

Sub: Notice of Date of Annual General Meeting Ref: Scrip Code - NSE - AFL

This is to inform you that the 23rd Annual General Meeting of the Company will be-held on Wednesday, the 19th September, 2018 at "The Music Academy Mini Hall, TTK Road, Alwarpet, Chennai- 600014" at 10:30AM. The Copy of the Notice of the 23'd Annual General Meeting is enclosed.

Further, we wish to intimate that in terms of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (LODR) Regulations, 2015, the Company shall provide to its members the facility to exercise thei r votes electronically for transacting the items of business as set out in the Notice convening the ensuing Annual General Meeting of the Company.

For the aforesaid purpose, the company has fixed Wednesday, 121h September, 2018 as the cut-off date to determine the entitlement of voting rights of members fore-voting.

The Company had entered into an arrangement with National Securities Depository Limited (NSDL) for facilitating e-voting through their e-voting platform.

Kindly take the same on record.

Yours faithfully,

S.Sundaramurthy Company Secretary

Encl: as above

imited

Accel Frontline Limited, Regd. Office: Firsi Floor. Dowlath Towers. 'New Door Nos. 57, 59, 6 I & 63, Taylors Road, K;!pauJ<, Chenna; - 600 010. India Tel: +91-44-41252000 fax: +91 -44-71>42427I

ClN: l,3C006TN l995PLCOJ 1736 Website: www.accelfrontlinc.com

Page 2: ACCEL FRONTLlNE - Inspirisys...Accel Frontline limited Registered Office: 57, 59, 61, 63, Taylors Road, Oowlath Towers, First Floor, Kilpauk, Chennai -600 010. CIN:L30006TN1995PLC031736

31

ACCELFRONTLINE GLOBAl IT SERV I CES

NOTICE OF THE TWENTY THIRD ANNUAL GE NERAL MEETING

Accel Frontline limited Registered Office: 57, 59, 61, 63, Taylors Road, Oowlath Towers, First Floor, Kilpauk, Chennai - 600 010. CIN:L30006TN1995PLC031736

TO

THE MEMBERS OF ACCEL FRONTLINE LIMITED

NOTICE is hereby given thot the Twenty-Third Annual General Meeting of the members of Accel Frontline Limited will be held on Wednesday, the 19th September, 2018 at ' The Music Academy Mini Half, TTK Road, Alwarpet, Chennai - 600 014" at 10:30 A.M. to transact the following businesses:

Ordinary Business:

1. To consider and adopt the Standalone and Consolidated Audited Financial Statements of the Company as at 31st March, 2018 together with the reports of the Board of Difectors and Auditors thereon.

2. To app,oint a Director in place of Mr. Oin Cheng, (DIN: 06913491) who retires by rotation and, being eligible, offers himself for re~appolntment.

Spedal Business:

3. To consider and~ if thought fit, to pass with or w ithout modificatfon(s), the following resolution as a Special Resolution:

To adopt new Articles of Association of the Company.

..,RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions of the Companies Act, 2013 read with Companies (lncorparation) Rules, 2014 or any other law for the time being in force {including any statutory modification(s) or re-enactment thereof, for the time being in force}, the draft regulations contained in t he Articles of Association submitted to this meeting be and are hereby approved and adopted in substitution, and to the exclusion, of the regufations contained in the exi.sting Artic.les of Association of the Company.»

"RESOLVED FURTHER THAT the Soard of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, p(Oper or expedient to give effect to this resolution.

By order of the Boird of Directors For Accel Front line Limited

Place: Chennai Malcolm F. Mehta Date: 07'" August, 2018 Chairman & Chief Executive Officer

NOTES:

1. Pursuant to Section 91 of the Companies Act, 2013, the Register of Members and the Share Transfer Register of the Company will remain crosed from Thursday, 13th September, 2018 to Wednesday, 19th September, 2018 (both days inclusive).

2. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, which sets out details relating to Special Business at the M eeting is anneted hereto.

3. A member entitled to attend and vote at t he M eeting is entitled to appoint a Proxy t o attend and vote on a poll lnstec1d of himself/ herself and such proxy need not be a member of the Company.

4. A person can act as proxy on behalf of members not exceeding fifty and holding in t he aggregate not more than 10% of the total share capital of the Company carrying voting rights. Provided that a member holding more than 10% of the total share cepital of the Company carry'ing votinc right s may appoint a single person as proxy and such peflon shall not act as proxy for any other person or member.

S. Proxies, in order to be effective should be duly Stamped, completed, signed and must be sent to th e Company soas to receive at its Registered Office not later than 48 hours before the commencement of the AGM.

6. corporate members intending to send their authorized represen~tives to attend the AGM are requested to send a duty certified copy of the Board Resolutfon authorizing t heir repre.sentatives to attend and vote on their behalf at theAGM.

7. The members are requested to bring duly filled attendance slip along with their copy of Annual Report at the AGM .

8. Register of Directors and Key Managerial Personnel of the Company and their shareholding maintained under Section 170 of the Companies Act, 2013 will be available for Inspection by the members at the AGM.

9. The Register of Contracts and Arrangements in which the Directors are interested maintained under Section 189 of the Companies Act, 2013 will be available for inspection by the members at the AGM.

10. lhe Notice of 23rd AGM, details and instructions for e-votingand the Annual Report of t he Companyfor theyear ended 31st March, 2018 is uploaded on the Company's website www.accelfrontline.com and may be accessed by the members. The physical copies of the aforesaid documents will also be available at the Company's registered office for inspection on all working days {except Saturday & Sunday) from l l :OOA.M.1004:00 P.M. Copies of the above documents are being sent by electronic mode to the members whose email addresses are registered with the Company/Depository Participant(s) forcommunication purposes unless any member has requested for a hard copy of t he same. For members who have not registered their email addresses, physical copies of the aforesaid documents are being sent by the permitted mode.

Acee) Frontline Limited, First Floor, Dowlatn Towers, New Door Nos. 57, 59, 61 & 63, Taylors Road, Kilpauk, Chennai -600 010. CIN: L30006TN l995PLC03 1736

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Page 3: ACCEL FRONTLlNE - Inspirisys...Accel Frontline limited Registered Office: 57, 59, 61, 63, Taylors Road, Oowlath Towers, First Floor, Kilpauk, Chennai -600 010. CIN:L30006TN1995PLC031736

11. A person, whose name is recorded in the reglster of members or in the register of beneficial owners maintained by the depositories as on the cut-off date I.e. Wednesday, 1.2th september, 2018 only shall be entitled to avail the remote e.voting facility as well as voting In the AGM.

12. Any person who becomes a member of the Company aftet di.spatch of the Notice of the Meeting and holding s:h3"H: ,u on the cut-Off d2te Le. Wednesday, 12th 5eptember, 2018 1•1ncremental Members') may obtain the User 10 and Password by either sending an e-mail request to [email protected] or calling on Toll Free No. 1800-222·990. If the member is already registered with NSDL e-voting platform then he can use his existing User ID and password for casttng the vote through remote e-voting.

13. The member'S are requested to intimate to the C-0mpany, queries, ii any, at least 10 days before the date of the meeting to enable the management to keep the required information available at the meeting.

14. Trading in the shares of the Company can be done In dematerialized form only. Demateriaftz-ation would facilitate paperless trading through state-of-the art technology, quick transfer of corporate benefits to members and avoid inherent problems of bad deliveries, loss in postal transit, theft and mutilation of share certificate and w111 not attract any stamp duty. Hence, we request all those members who have still not dematerialized their share.s to get their shares dematerialized at the earliest. Pursuant to SE81 Notlftcatlon dated 08th June, 2018, it has been mandated by SE81 that transfer of securities of a listed company would be carried out in dematerialized form only as per Regulation 40 of SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015.

15. The members who have not encashed their Dividend Warrants for previous financial years (viz. 2010-11 & 2011-12} are requested to send the same for revalidation to the Company's Registrars & Transfer Agents.

16. Members wishing to claim dividends for previous financial years, which remain unclaimed, are requested to correspond with the Registrar & Transfer Agents. Members are requested to note that dividends not encashed or claimed within seven years from the date of transfer to the Company's Unpaid Dividend Account, will as per Section 124 of the Companies Act, 2013, be transferred to IEPF. The Company has transferred the unpaid or unclaimed dividends declared upto Financial Year 2009~2010 to the lnvestol' Education and Protection Fund (IEPF}. Pursuant to the provisions of IEPF, the Company has uploaded the details of Unpaid and Unclaimed amounts lying with the Company as on the 15th September, 2017 (date of the last Annual General Meeting on the website of the Company and also on the website of the M inistry of Corporate Affairs).

ACCEL f RONTLINE G L OBAL I T SERV I CES

17. Pursuant to Section 72 of the Companies Act, 2013, members holding shares in physical form may file nominat1on In the prescribed Form SH-13 and for cancellation / variation in nominat1on In the prescribed Form SH-14 with the Company's Registrar & Transfer Agents. In respect of shares held In Electronic / Demat form, the nomination rorm may be flied with the respective Depository Participant.

18. As reQuired in terms or SEBI {LODR) Regulations, 2015, the information (Including profile and expert1se In specific functional areas) pertaining to Directors recommended for appointment / reappointment in the AGM is forming part of the Explanatory Statement given below.

19. The Securities and E•change Board of India (SE81) has mand~ted the submission of Permanent Account Number (PAN) by every participant in securities market . Members holding shares in electronic form are therefore, requested to submit the PAN to their DPs with whom they are maintaining their Demat accounts and members holding shares in physical form to the Company/ Registrar & Transfer Agents.

20. All documents referred to in: the accompanying Notice and the Explanatory Statement shall be open for inspection at the Registered Office or the Company on all working days (e,cept Saturday & Sunday) from 11:00 A.M. to 04:00 P.M., up to the date or the AGM of the Company,

21. Members, who have not registered their e-·mail tiddresses so far, are requested to register their e-mail address with the Company / Depository Participant(s} for receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronicalty.

22. Voting through electronic means: I. In compliance with provisions of Section 108 of

the companies Act, 2013, Rule 20 o f the Companit!S (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015, the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed to be considered at the Annual General Meetlng (AGM) by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than vtnue of the AGM ("remote e.voting"} will be provided by National Securities Depository Limited (NSOL).

II. The facility for voting through baltot or polling paper or e~voting shall be made available at the AGM and the members attending the mee~ng

Acee! .Frontline Limited, First Floor, Dowlath Tower.;, New Door Nos. 57, 59, 61 & 63, Taylors Road, Kilpauk, Chennai • 600 010. CIN: L30006TNl995PL<.'<l3l736

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51

who have not cast t heir vote by remote e- voting shall be able to exercise their r ight at the meeting through any means made avaifabfe at the venue

Ill. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but •hall not be entitled to ca.st t heir vote again.

IV. The remote e•voting period commences on Saturday, 1St11 September, 2018 (9:00 A.M.) and ends on Tuesday, 18th September, 2018 (5:00 P.M). During this period members of the Company, holding shares either In physical form or in dematerialized form, as on the cut-off date of Wednesday, 12t h September, 2018, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the membe,, the member shall not be allowed to change It subsequently.

v. How do I vote el«tronicaUv M$ins NSDL e·\loting mWlll

The woy to vote electronically on NSDL e•VoHng system consists of urwo Steps" which ore mentioned below;

St ep 1: Log-in t o NSOL e.Votfng system at

httos://www evot;ng,nsdl,com/

Step 2: cast your vote electronically on NSOL

e-Voting system.

Details on St ep 1 is mentioned below:

How to Loe-in to NSPL e:-Votiog website?

l . Visit the e-Voting website of NSDl . Open web browser by typing the following URL: https:// www.evoting.nsdl.com/ either on a Personal Computer or ona mobile.

2. Once the home page of e-Voting system is launched, click on the icon "LoglnN which is avoilable under 'Shareholders' section.

3. A new screen will open. You will have to enter your User 10, your Password and a Verification Code as shown on the screen.

Alternotlvelt if you ore registered for NSDL eservlc0$ i .e. IDEAS, you con log-In at https://eservices.nsdl.com I with your existing IDEAS login. Once you log-In to NSDL eservices ofter using your log-in credentials, click on e-Voting and you con proceed to Step 2 i .e. Cost your vote electror,Jcolly.

ACCEL FRONTLINE GLOBAL Ii SERVICES

4. Your user 10 details are given below;

M anner of holding Your User ID is: shares i.e. Oemat (NSDL or CDSL) or Phy5ic;1I

a) For Members who 8 Character DP ID hold shares in demat followed by 8 Digit account with NSDL. Client ID

f or example If your OP 10 is IN300• •• and Client ID is 12**** .. then your user IO iS IN300•••12••••••,

b) For Members who 16 Digit Beneftclaty hold shares in demat ID

account with COSL. For example if your Beneficiary ID is 12••····· · · · ···· then your user 10 is

12••············ c) For Members holding EVEN Number

shares in Physical Form. followed by Folio Numl)er registered with t he company

For example ;f folio number is 001 n • and EVEN is 1014S6 t hen user ID is 101456001••·

S. Your password details arc given below:

a) If you are already registered for e.Voting, then you can use your existing password to login and cast your vote.

b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'inrtial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.

c) How to retrieve your ' initial password'?

(i} If your email 10 is registered in your demat account 0 1' with the company, your 'lnitial password' is communicated to you on your email ID. Trace the email sent to you from NSOL from your mailbox. Open the email ~nd open the attachment I.e. a .pdf file. Open the .pdfftle. The password to open the .pdf file is your 8 digit client 10 for NSDL account,, last 8 digits of client 10 for CDSL account o, folio number forshares held ln physicalform. The .pdf file contains your 'User ID' and your 'initial password'

(ii) If your email ID is not registered, your ' initial password~ Is communicated to you on your postal address.

Acee! Fronlline Limited, First Floor, Oowlath Towers, New Door Nos. 57, 59, 61 & 63, Taylors Road, Kilpauk. Chennai • 600010. CIN: L30006TNl995PLC031736

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Page 5: ACCEL FRONTLlNE - Inspirisys...Accel Frontline limited Registered Office: 57, 59, 61, 63, Taylors Road, Oowlath Towers, First Floor, Kilpauk, Chennai -600 010. CIN:L30006TN1995PLC031736

6. If you are unable to retrieve or have not received the "Initial passwotd" or have forgotten your password:

a) Click on "forgot User Pctails/Pauword?~(lf you are holding shares in vour demat account with NSOL or CDSL) option available on www.evoting.nsdl.com.

b) "Phv:iical User Beset Password?" (Jf you are holding shares In physical mode) option available on www. evoting.nsdl.com.

c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl. co.in mentioning your demat account number/folio number, your PAN~ your name and your registered address.

7. After entering your password, tftk on Agree to "Terms and Conditions" by selecting on the check box.

8. Now, you will have to dick on "Login" button.

9. After you click on the "'LoginN button, Home page of e-Voting will o~n.

Details on Step 2 ls given below: . •• .,,n,

e:Y<>tiog svstem? 1. After successful login at Step 1, you will be able

to see the Home page of e-Voting. Click on e-Voting. Then, click on Actfve Voting Cycles.

2. After click on Active Voting Cycles, you will be able to see all the companies NEVENN in which you are holding shares and whose voting cycle is in active status.

3. Select NEVENN of company for which you wish to cast your vote.

4. Now you are ready for e-Voting as the Voting page opens.

5. Cast your vote by selecting appropriate options Le. assent or dissent, verify/modify the number of shares fot which you wish to cast your vote and click on NSubmit" and also "Confirm" when prompted.

6. Upon confirmation, the message "Vote cast successfully" will be d isplayed.

7. You can also take the pfintout of the votes cast by you by clicking on the print option on the confirmation page.

8. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders 1. l nstituMnal shareholders (I.e. other than individuals,

HUF, NRI ete.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of t he duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e 4 mail to [email protected] with a copy marked to [email protected].

ACCEL FRONTLINE GLOBAL I T SERVICES

2. It is strongty recommended not to share your password with any othe, person and take utmost care to keep your password confidential. Login to the e·voting website will be disabled upon five unsuccessful attempts to key in t he correct password. ln such an event, you will need to go through t he .. forgot User Petails/P;w;word1N o, NPhY5ical user Reset Pas1word?" option available on www.evoting. nsdl.com to reset t he password.

3. In case of any queties, you may ,efer the Frequently Asked Questions (FAQs) for Shareholder, and e-voting user manual for Shareholders availabfe at t he download section of www,evoting nsdLcom or call on toll free no.: 1800-222-990 or send a request at [email protected],in '

VI. You can al so update your mobile number and e-mail id in the user profile details of t he folio which may be used for sending future communication{s}.

VII. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on t he cut~off date of Wednesday, 12th September, 2018 .

VIII. Any person, who acquires shares of t he Company and become member of the Company after dispatch of t he notice and holding shares as of the cut~off date I.e. Wednesday, 12th September, 2018, may obtain the login ID and password by sending a ,equest at [email protected] , However, if you are already registered with NSOL for remote e-voting then you can use your existing user 10 and password for casting your vote. If you forgot your password, you can reset your password by using "'Forgot User Details/Password?" or "Physical User Reset Password?" option avaitable on www.evoting.nsdl.com or contact NSOL at the following toll free no.: 1800· 222-990. ·

IX. A member may participate in the AGM even after exercising his r ight to vote through remote e-voting but shall not be allowed to vote again at theAGM.

X. A person, whose n.ame is recorded in the register of members or in the register of beneficial owner maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well a.s voting at the AGM through e4 voting or ballot paper or polling paper.

XI. Mr. M. Alagar, Pract1cing Company ~cretary (Member ship No. F7488 and CoP No. 8196) o f M/s. M. Alagar & Associates, Ptacticing Company Secretaries, Chennai has been appointed as the Sc.rutin;zer for providing facility to the members of the Company to scrutinite the voting and remote e-voting process In a fair and transparent manner.

XII. The Chairman shall, at the AGM, at the end of disoossion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of e-voting or Ballot Paper or Polling Paper for all those members who are present at the AGM but have not ca$t their votes by availing the remote e-voting facility.

Acal Fronlline LimiIed, Firs! Floor, Dowlalh Towers, New Door Nos. 57, 59, 61 & 63, Taylors Road, K ilpauk, Chennai • 600 OIO. 6J CIN: L30006llil995PLC-031736

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L

XIII. The Scrutinizer shall after the concluiion of voting at the genera1 meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the emplovment of the Company and $hall make, not later than three days of the conclusion of the AGM, ~ consolidated scrutinizer's report of the total votes cast in favour or aeainst, if any, to the Chairman or a person authorized by him In wtiting, who shall countersign the same and declare the result of the voting forthwith.

XIV. The Results declared alongwith the report of the Scrutinizer shall be placed on the website of the Company www.accelfrontline.com and on the website of NS0L immedlately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be Immediately forwarded to the National Stock Exchange of India Limited and SSE Limited, Mumbai.

Explanatory Statement in respect of the Special Business pursuant to Section 102(1) of The CompanlM Act, 2013.

ltemNo.3 Consequent to change in the promoters of the company and also to make suitable change.s to be in conformity with the Companies (Amendment) Act, 2017, it is proposed to amend the Articles of Association of the Company.

The Articles of Association of the Company which contains the regulations relating to the promoters needs to be amended consequent to change In the promoters of the company along with other changes to the Ar't\Cles of Assoclat1on in line

ACCEL FRONTLINE GLOBAL IT SERVICES

with the Companies (Amendment) Act, 2017. It is therefore considered desirable to adopt a comprehensive new set of Articles In substitution and to the exclusion of the existing Articles as approved by the Board of Directors meeting held on 07th August, 2018.

In terms of Section 14 of the Companies Aet 2013, the consent of the Members by way of a special resolution is required for adoption of new set of AoA of the Company and accordingly, the approval of the shareholders Is being sought.

The draft of t he new AOA to b<! adopted is made available for inspection by the members at the regiitered office of t he Company on all worl<ing days except Saturday & Sunday (from 11:00 A.M. to 04:00 P.M.} up to the dat~ of closing of voting i.e. 18th September, 2018.

None of the Directors, Key Managerial Personnel of the Company or their relatives is in any way concerned or interested, financially or otherwise in the proposed resofution.

Accordingly, the 8oard recommends the Special Resolution for approval by the shareholders, as set out in Item No.3 of this notice pursuant to the provisions of the Companies Act, 2013, your Directors recommend and seek the approval of shareholders by way of Spe.ciaf Resolutfon.

By order of the Board of Directors For Accel Frontline limited

Place: Chennai Malcolm F. Mehta D3te: 07"' August, 2018 Chairman & Chief Executive Officer

Acee! Frontline Limi1ed, First Floor. Dowlath Towers, New Door Nos. 57, 59. 61 & 63, Taylors Road, Kilpauk, Che,mai - 600 O IO. CfN: W0006TNJ995f'l,C031736

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7 ACCELFRONTLlNE GLOBAL I T SERVICES

Annexure to the Notice dated 07th August, 2018 Details of Directors retiring by Rotation/ seeking Re-Appointment at the Meeting

Name Mr. Bin Cheng

Date of Birth 12th November, 1962

Date of Appointment 13th August, 2014

Qualification Bachelor's Degree in Electrical Engineering. Master's in Applied

Electronics from the Tokyo Institute of Technology, Research Assistant

majoring Artificial Intelligence at the University of Maryland.

Expertise Expertise of more than 20 years in CAC, systems development for

large international banks, lead CAC Shanghai to significant growth

over the last 10 years playing a pivotal role In developing the

relationship and the subsequent business alliances with numerous

multinational ,corporations and has been instrumental in creating CAC

Shanghai's business strategy for utilizlng Chinese Information Technology

professionals to meet the technology needs of global clients.

Chaifmanship / Membefship of the Committees 1. Audit Committee- Member.

of the Board of Director of the Company 2. Stakeholders Relationship Committee - Member.

3. Nomination and Remuneration Committee - Membef.

Directorship of other Companies (excluding NIL

Foreign Companies/ Section 8 companies)

Chairmanship / Membel'Ship of the Committee NIL

of other companies in which he is a Director

Number of Shares held in th~ Company {both NIL

own or held by/fof other persons on a beneficial

basis) as on 31st March, 2018.

Relationship with other Directors, Manager and NIL

other Key Managerial PetSonnel of the Company

Number of meetings attended during the year Please refer Corporate Governance Section of the 23rd Annual Report

2017-18.

81 Acee! Frontline Limited, first Floor, Dowlath Tower.;, New Door Nos. 57, 59, 61 & 63, Taylors Road, Kilpauk, Chennai - 600 010. CIN: L30-0-06TNl995PLC031736

Page 8: ACCEL FRONTLlNE - Inspirisys...Accel Frontline limited Registered Office: 57, 59, 61, 63, Taylors Road, Oowlath Towers, First Floor, Kilpauk, Chennai -600 010. CIN:L30006TN1995PLC031736

ACCEL FRONTLINE YW•i=l·i llllk•=i;Hl•4i

AFUSS/SE/28/2018-2019 25th August, 2018

BSE ltd. P.J. Towers Dalal Street Mumbai 400 001

Dear Sir,

Sub: Notice of Book Closure & Date of Annual General Meeting Ref: Scrip Code: BSE - 53277 4

This is to inform you that the 23"' Annual General Meeting of the Company will be held on Wednesday, the 19th September, 2018 at "The Music Academy Mini Hall, TTK Road, Alwarpet, Chennai - 600 014" at 10:30 A.M. The Copy of the Notice of the 23'd Annual General Meeting is enclosed.

The Register of Members and Share Transfer Books of the Company will remain closed from Thursday, 13

111 September, 2018 to Wednesday, 19"' September, 2018 (both days inclusive)

for the purpose of Annual General Meeting for the year 2017-2018.

Further, we wish to intimate that in terms of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 201 5 and Regulation 44 of the SEBI (LODR) Regulations, 2015, the Company shall provide to its members the facility to exercise their votes electronically for transacting the items of business as set out in the Notice convening the ensuing Annual General Meeting of the Company.

For the aforesaid purpose, the Company has fixed Wednesday, 121h September, 2018 as the cul-off date to determine the entitlement of voting rights of members for a-voting.

The Company had entered into an arrangement with National Securities Depository Limited (NSDL) for facilitating e-voting through their e-voting platform.

Kindly take the same on record.

Yours faithfully,

For Accel Frontline Limited

S.Sundaramurthy Company Secretary

Encl: as above

Acee! Frontline Limiltd, Regd. Office: Fir,1 Ploor, Dowlath Towers, 'New ll<.>or Nos. 57, 59, 61 & 63, Taylors Roa<!, KilpauJc. Chennai - 600 010. India Tel: +'11-44-42252000 Fax: t91-44-16424271

CIN: L30006TN 1995PLC03 1736 Wel>sitc: www.accelfron1linc.com

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31

ACCEL FRONTLINE GLOBAL I T SERV I C E S

NOTICE OF THE TWENTY THIRD ANNUAL GENERAL MEETING

Accel Frontline Limited Registered Office : 57, 59, 61, 63, Taylors Road, Dowlath Towers, First Floor, Kilpauk, Chennai - 600 010. CIN:L30006TN199SPLC031736

TO

THE MEMBERS OF ACC:El FRONTLINE LIMITED

NOTICE ls hereby given that the Twenty-Third AnnuaJ General Meeting of the members of Accel Frontline limited will be held on Wednesday, the 19th September, 2018 at "The Music Aademy Mini Hall, TTK Road, Alwarpet. 0..nnai • 600 014• at 10:30 A.M. to transact the fo llowing businesses:

Ordinary Business:

1. To consider and adopt the Standalone and Consolidated Aud~ed Financial Statements of the Company as al 31st March, 2018 together with the reports of the Board of Orrectors and Auditors thereon.

2. To appoint a Director in place of Mr. Bin Cheng, (DIN: 06913491) who retires by rotation and, belns eligible, offers himself for re-.appointment.

Special Business:

3. To consider and, If thoueht fit1 to pass with or without modiflcation(s), the following resolu!IOn as a Special Resolutfon:

To adopt new Articles of Association of the Company.

"RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions of the Companies Act, 2013 read w,111 Companies (lncorporallOn) Rules, 2014 or any other law for the time being in force (including any st.Mory modificatlon(s) or re-eMctment thereof. fo, the time being in force), the draft regulallons contained In the Articles of Associatton submitted to this meeting be and are hereby appro\llld and adopted in ,ubstitu!lon, and to the exclusion, of the regulat1on.s contained in the existing Articles of Association of the Company."

·RESOlVED FURTHER THAT tile Board of Directors of the Company be and is hereby authorised to do all acts and toke all such steps as ~Y be necessary, ptop,er or e:xpecltent to give effect to this resolution.

Pt:ace: Chennai Date: 01"' August, 2018

By order of the Board of Directors For Acee! Fron1llne limited

Malcolm F. Mehta Chairman & Chief Executive Officer

NOTES: 1. Pursuant to Section 91 of the Companies Act, 2013, the

Register of Members and the Share Tral\SferReglsterof the Compa!Yf wiU remain closed from Thursday, 13th September, 2018 to Wednesday, 19th September, 2018 (both days lnclusM).

2. The Explanatory Statement pursuant to Section 102 of the Companl•s Act. 2013, which sets out detaijs rel.ting to Speclel Business at the Meeting Is annexed hereto.

3. A member entitJed to attend and vote at the Meeting is entitled to appoint • Proxy to attend and vote on a poll Instead of himself/ herself and such proxy need not~ a member of the Company,

4. A person can act as pro•y on behalf of members not exceeding filly and holding in the aggrogate not more than 10% of the total share capital of the Company carryin1 votln& richts. Provided that a member holding more than 10% of the total share capital of the Company carrying votin1 ri.ghu may appoint a sinaleperson asprowyand such person shall not act as proxy for any other person or member.

S. Pro.xJes, in order to be effectfve should be duty stamped, completed, signcid and must be sent to the Company so as to reur,e at its Resistered Olfic. not later than 48 hour> before the commencement of the AGM.

6. Corporate members intending to send their authortzed reprosentotlves to •ttend the AGM a,e requested to send a duly certified copy of the Board Resolution author1zing their representatives to attend and vote on their behalf at theAGM.

7. The members are requested to brlngdutv filled attendance slip along with their copy of Annual Report at the AGM.

8. Register of Directors and Key Managerial Personnel of the CompanyandtheirsharcholdingmainUlnedunderStcdon 170 of the Companies Act, 2013 wlll be available for inspection by the members al the AGM.

9. The Register of Contracts and Arrangements In which the Directors are Interested maintained under Section 189 of the Companies Act. 2013 will be available lorinspectlon by the members at the AGM.

10. The Notice of 23rd AGM, details and instructions for e-votfns and the Annual Report of the Company for the year ended 31st March, 2018 Is uploaded on the Company's website www.accetfrontllne.com and may be t1ccessed by the members. The physical copies of the af0<eHkl documents: will also be avaifable at the Company's registered office for jnspection on all working days (except Saturday & Sunday) from 11 :OOA.M. to 04:00 P.M. Coples of the obove documents are betna s.ent by electronic mode to the members whose email addresses are registered with the Company/Depository Participant(s)foroommunication purpo~esunleu arrymember has requested for a hard copy of the same. For members who have not registered their email addresses, physical copies of tht aforesaid docum.,nts ire being sent by the permitted mode.

Acccl Frontline Limited, First Floor, Do"ta1h Towers, New Door Nos. 51, 59, 61 & 63, Taylors Rood, Kilpnuk, Chcnnai • 600 010. CIN: L30006TN 199$PLC031736

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r

11. A person, whose name is recotded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date i.e. Wednesday, 12th September, 2018 only shall be entitled to avail the remote e•voti•ng facility as well as voting in the AGM.

12. Any person who becomes a member of the Company after dispatch of the Notice of the Meeting and holding shares as on the cut-off date I.e. Wednesday, 12th September, 2018 ("Incremental Members") may obtain the User ID and Password by either sending an e-mail request to [email protected] or calling on Toll Free No. 1800-222-990. If the member is already registered with NSOL e-voting platform then he can use his existing. User fO and password for casting the vote through remote e•voting.

13. The members are requested to Intimate to the Company, queri"es, if any, at feast 10 days before the date of the meeting to enable the management to keep the required information availabfe at the meeting.

14. Trading In the shares of the Company can be done in dematerialized form only. Dematerialization would facil itate paperless trading through state-of-the art technology, quick transfer of corporate benefits to members and avoid Inherent problems of bad deliveries, loss in postal transu, theft and mutilation of share certificate and will not attract any stamp duty. Hence, we request all those member'$ who have still not dematerialized their shares to get their shares dematerialized at the earliest. Pursuant to SEBJ Nottfication dated 08th June, 2018, it has been mandated by SEBI that transfer of securities of a listed company would be catried out in demateriallze-d form only as per Regulation 40 of SEBI (listing Obligations and DJsclosure Requirements} Regulations, 2015.

1S. The members who have not encashcd their Dividend Warrants for previous financial years (viz-, 2010-11 & 2011-12) are requested to send the same for revalidation to the Company's Registrars & Transfer Agents.

16. Members wishing to claim dividends for previous financial years, which remain unclaimed, are requested to correspond \Vith the Registrar & Transf~r Agents. Members are requested to note that d ividends not encashed or cfaimed within seven years from the date of transfer to the Company's Unpaid Olviden-d Account, will as per Section 124 of the Companies Act, 2013, be transferred to IEPF. The Company has transferred the unpaid or unclaimed dividends declared upto Financial Year 2009-2010 to the Investor Education and Protection Fund (IEPF). Pursuant to the provisions of If PF, the Company has uploaded the details of Unpaid and Unclaimed amounts lying with the Company as on the 15th September, 2017 (date of the last Annual General Meeting on the website of the Company and also on the website of the M inistry of Corporate Affairs).

ACCEL FRONTLINE GLOBAL IT SERVICES

17. Pursuant to Section 72 of the Companies Act, 2013, members holding shares in physical form may file nomination in the prescribed Form SH-13 and for cancellation / variation in nomination Jn the prescribed form SH-14 with the Company's Registrar & Transfer Agents. In respect of shares held In Electronic / Demat form, the nomination form may be flied with the respective Depository Participant.

18. As required in terms of SEBI (LODR) Regulations, 2015, the information (including profile and expertise in specific functional areas) pertaining to Directors recommended for appointment / reappointment in the AGM Is forming part of the Explanatory Statement given below.

19. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securl~es market. Members holding shares in eleccronic form are thertfore, requested to submit the PAN to their DPs with whom they are maintaining their Demat accounts and members holding sh.ares in physical form to the Company/ Registrar & Transfer Agents.

20. All documents referred to in the accompanying Notice and the Explanatory Statement shafl be open for inspection at the Registered Office of the Company on all working days (except Saturday & Sunday) from 11:00 A.M. to 04:00 P.M., up to the date of the AGM of the Company.

21. Members$ who have not registered their e-mail addresses so far, are request~ to register their e~mail address with the Company / Depository Participant(s) for rec-eivlng all communication Including Annuaf Report, Notices, Circulars~ etc. from the Company electronicalty.

22. Voting through electronic means:

I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rufe 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration} Amendment Rules, 2015 and Regulation 44 of Sf81 (Listing Obligation and Dis.closure Requirements}, Regulations, 2015, the Company is pleased to provide members facifity to exercise their right to vote on resolutions proposed to be considered at the Annual General Meeting (AGM) by

electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the membe,s using an electronic voting system from a place other than venue of the AGM (Nremote e-votingN}

will be provided by National Securities Depository limited (NSDLJ.

II. The facility for voting through ballot or polling paper or e--voting shall be made available at the AGM and the members attending the meeting

Aoeel Frontline Limi1ed, First Floor, Dowla1h Towers, New Door Nos. 57, 59, 61 & 63, Taylors Road, Kilpauk, Chennai • 600 0 I 0. CIN: L30006TN 199$PLC031736

41

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51

who have not cast t heir vote by remote e· voting shall be able to exercise t heir right at tht meeting through any means made available at the venue

Ill. The members -who have cast their vote by remote e•VOting prior to the AGM may also attend the AGM but shall not be entitled to cast theil' vote again.

IV. The remote e•voting per iod commences on

Saturday, 15th September, 2018 (9:00 A.M.) and ends on Tuesday, 18th September, 2018 (5:00 P.M). During this period members of the Company, holding shares either in physical form or in dematerialized form, as on the cut--off date of Wednesday, 12th September, 2018, may cast their vote by remote e•voting, The remote e-voijng module shall be disabled by NSOL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it st.1bsequently.

v. How do I vote electronkallv usinr NSPL e·Voting ~

The way to vote electronicolly on NSDL e•Voting system consists of .,..Two Steps" which are menrfoned below:

Step 1: Log-In to NSOL e-Vot:lng system at

httosi{/www evotine O$dl com/

Step 2: Cast your vote electronically on NSDL

e-Voting system.

Details on Step 1 is mentioned below:

How to Log-to to NSPL e·Votio& website'

1. Visit the e-Vot1ng website of NSDI.. Open web browser by typing the following URL: https:// www.evodng.nsdl.com/ either on a Personal Computer or on a moblte.

2. Once the home page of e~Vot1ng system is launched, click on t he icon "Login" which Is available under 'Shareholders' section.

3. A new screen will open. You will have to enter your User 10, your Password and a Verification Code as shown on the screen.

AJternotivelY, if you ore registered for NSDL eservices i.e. IDEAS, you con log-in ot https://eservlces.nsdl.com I with your existing ID£AS login. Once you log-in to NSDL eservices ofter using your log-in credentials, click on

e-Votlng and you can proceed to Step 2 I.e. Cast your vote electronically.

4. Your User ID details are given below:

Manner of holding Your User 10 is: shares i.e. Demat (NSOL or CDSL) or Physiccil

a) for Members who 8 Character OP 10 hold shares in demat followed by 8 Digit account with NSOL. Client ID

Fot example If your DP ID is IN300° " and Client ID Is 12°•••• then your user 10 is IN300 .. • 12•++u• ,

b) f or Members who 16 Digit Beneficiary hold $hares in demit ID

account with CDSL. For example if your Beneficiary ID is

12••~··········· then your user ID is

12••············ c) for Members holding EVEN Number

shares in Physical f orm. followed by Folio Number registered with the company

Fol' example if folio number is 001 • • • and EVEN Is 101456 then user ID l,s 101456001 ...

5. Yotir password details are given below:

a:) ir you are already rl!:gistered for e~Voting, then you can use your existing password to login and cast your vote.

b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'Initial password' which was communicated to you. Once you retrieve your ' initial password', you need to enter the 'initial password' and the system will force you to cha_nge your password.

c} How to retrieve your ' initial password'?

{i} If your email 10 is registered in your demat account or with the company, your 'initial password' is communicated to you on your email 10. Trace the emall set1t to you from NSOl from your mallbox. Open the email and open the attachment i.e. a .pdf Nie. Open the .pdfflle. The password to open the .pdf fi le is your 8 digit client ID for NSOL account, last 8 digits of client ID for CDSl account or folio number for shares held i n ph'($ital form. The .pdf fife conta·lns your 'User ID' and your 'initial password'

(ii) If you, email ID is not regJstered, your 'Initial password' is communicated to you on your pestal address.

Accel From)ine Limited, First Floor, Dowlaih Towers, New Door Nos. 57, 59, 61 & 63, Taylors Road, Kilpauk, Chennai • 600 0IO. C!N: J.,30006TNi995P1.,C03 1736

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ACCEL FRONTLLNE

6. If you are unable to retrieve or have not receiwd the "Initial password' or have forgotte n your password:

a) Click on •EPcrot User PetiJlt$/Password?•(1f you are holdl"S shares In your demat account with NSOL or CDSl) opoon avallable on www.evoting.nsdl.com.

b) •phytfcal Uscr Rttet Password?" (If you are holding shares in physical mode) option available on www. ellOting.nsdl.com.

c) If you are still unable to get the password by aforesaid two options, you can send a request at evodng@nsdl. co.in menttoning your demat account number/folio number, your PAN, your name and your registered add.re:ss.

7. After entering Y(X,11' password* tick on A.gr~ to --rerms and Conditions• by selecting on the check box.

8. Now, you will have to click on "Logln' button.

9. After you dick on the •Login• button, Home page of c-Voting will open.

Detalls on Step 2 ls given below: ~• - .. - .-.. vnur ,_ .. _ · . .. .. .... _. ..... t:Yotinr Mtemz 1. After successful login at Step 1, you will be able

to see the Home page of e-Vodng. cr,ck on e..Voting. Then, cllck on Actfve Voting Cycles.

2. After click on Active Voting Cycles, vou will be able to see all the companies "EVEN" In which YoU are holding shares and whose voting cycle is In active status.

3. Select '"EVEN'" of company for which you wi.Sh to cast your vote.

4. Now you are ready for e-Voting as the Voting page opens.

S. Cast your 110te by s,lectina • pproprlate options I.e. assent or dissent, verily/modify the number of sh.ares for which you wish to cast your vote and click on "Stibmit" and olso •Confirm~ when prompted.

6. upon conffrmatlon,. the message "'Vote cast successfully' will be d isplayed.

7. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

8. Once you confirm your vote on the resolution, vou will not be allowed to modify your vote.

Gcocml Guidelines for tbaccbokfcrs 1. lnst1tutlonol shareholders (I.e. other than individuals,

HUF, NRl etc.) are required to send scanned copy (POF/JPG Format) ol the relevant Soard RA!solutlor,/ Authority lett•r etc. with attested specimen signature of t he duly authorized signatory(ies) woo are authorlted to vote, to the Scrutini><r by • •mall to [email protected] wit.ti a cor,v ma~ to [email protected].

GLOBAL 11 SERVICES

2. It Is strongly recommended not to share your password with any other person and take utmost care to keep vour password confidential. login to tho ••voling webs~• wlll be disabled upon flve unsuccessful attempts to key In the correct password. In such an eve-nt, you win need to go through the fl'focsot Uuu Details/Password?" or '"Phvskal Utcr BMtt PasswordL option available on www.evot1ng. nsdl.com to reset the puswotd.

3. In case of any queries, you may rerer the f requenlly Asked Questions (FAQs) for Shareholders ,nd e-voting user manual for Shareholders available at the downk>ad section of www c:votloc,n5dJ.com or call on toll rree no.: 1800-222-990 or send a request ot evoting@)nsdl.co.ln

VI. You can also update your mobile number and e-mail id in the user profile details of the followhfch may be u.sed for sending future communication($).

VII. The voting rights ol members shall be In pro pardon to their shares of the paid up equity share capital ol the Company as on the cut-off date of Wednesday, 12th September, 2018.

VIII. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e . Wednesdoy, 12th September, 2018, may obtain the login 10 and password by sending a request at [email protected]. However, if you are afready registered with NSOL for remote e...,tlng then you can use your existing user 10 and password for easting your vote. If you forgot your password, you c.an reset vour password by using "Forgot User Detalls/Possword?" ot 'Physical Ustr Roset Possword?" option available on www.evoting.nsdl.com or contact NSDl at the loUowlng toll free no.: 180(). 222-990.

IX. A member may participate in the AGM even after exercising his right to vote throush ,emote e-vottng but shall not be allowed to vote again at theAGM.

X. A person, whose name Is recorded In the register ol members or in the register of beneficial owner maintained by the depos~orles as on the cut-off date only shall be entitled to avail the facility of remote e-votlng as well as voting at the AGM through e-.iotinc or ballot paper or polling paper.

XI. Mr. M. Alagar, Pract1cing Company Secretary (Member ship No. F748a and CoP No. 8196) of M/>, M. Alapr & As.soclates, Practidng Company Secretaries, Chennal has been apf)Olnted as the scrutinizer for prowling facility to the members of the Company to scrtJt1nfze the voting and remote e .. votint proce» In a fair and trans.parent manner.

XII. The Chairman shall, at the AGM, at th• end ol dlscu,slon on the resolutions on which voting Is to be held, allow voting with the assistance ol scrutinizer, by use ol e•votfng or Ballot Paper or Polling Paper for all those members who are present at the AGM but have not cast their votes by availing the remote e·VOl!ng facil~.

Acee! Frontline i.,imite(I, First Floor, Dowla1h To\\US, New Door Nos. 57, 59. 61 & 63, Taylors Road, Kilpauk, Chennai · 600 010. CIN: L30006TNl99SPLC031736

61

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71

X.111. The Scrutinizer shall after the conclusion ol voting at the general meetfng, will first count the votes cast at the meetinc and thereafter unblotk the votes cast through remote e-votlng in the presence of at least two wltnes~s not ln the employment of the Compony and shall make, not later than three days ol the conclusoon ol the AGM, a consolidated scrotinlzer's report of the total YOtes cast in favour or against, If any, to the Chairman or a pcr,on authorized by him in writing. who shaO counterstcn the same and declare the result of the voting fonhwith.

XIV. The Results declared alongwith tho repon of t he Scrutinizer shall be placed on the website of the Company www.aocetfrontline.com and on the websft~ of NSOL immediately after the declaration of result by the Chairman or a person authotited by him in writinc. The result$ shall also be immediately forwarded 10 the Nattonal Stock Exchange of India limited and 8SE limited, MumbaL

EJCplcJnatory Statement In l'e$pect of the Spedal Business pur>uant to Se<'lion 102(1) of The Companies Act., 2013.

ltemNo.3 Consequent to change In the promoters of the com~ny and also to make suitable changes to be In conformity with the Companies (/\mendment) Act, 2017, it Is proposed to amend the Articles of Assoc:iation of the Company.

The Articles of Association of the Company which oontalns the regulations relating to the promoters nttds 10 bt amended consequent to ch1nge in the promoters of the company along with other changes to the Articles of Assocladon In ~ne

ACCEL FRONTLINE GLOBAL IT SERVIC E S

with the Companies (Amendment) Act, 2017. It is therefore considered desirable to adopt a comprehensi-.e new set of Artides In substitution and to the exclusion of the existing Articles as approved by the Board of Directoo meeting held on 07th August, 2018.

In terms of ~n 14 of the Companies Act 2013, the consent of the Members by way o( a special resolution Is required for adoption of new set of AOA of the Company and accordingly, the approval of the shareholders is being sought.

The draft of the new ADA to be adopted is made available for l nspeaion by the member> at the registered office or the Company on all working days except Saturday & Sunday (from 11:00 A.M. to 04:00 P.M.) up to the date of closing of vo~ng J.e. 18th September, 2018.

Nono of the OireclotS, Key Managerial Personnel of the Company or their reladve$ 1s in any way concetned or interested, financially or otherwise in the p<oposed re10lut1on.

Accordingly, the Board recommends the Special Resolution for approval by the shareholdelS, as set out in Item No.3 of this norlct pursuant to the ptOVlsions of the Cotnpanies Act., 2013, your DirectolS recommend and seek the approval of shareholders by way of Special Resolution.

By order of the Board of Directors For Accef Frontline Umlted

Place: Chennal Malcolm f. M ehta Dato: 07" August, 2018 Chairman & Chief Executtve Officer

Acc:cl Fron1line L,imitcd, Fir>t Floor, Dowlalh Towers, New Door Nos. 57, 59, 61 & 63, TaylOJ$ Road. Kilpauk, Chennai - 600 010. CIN: L30006TNJ995PLC031736

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ACCEL FRONTLINE GLOBAL IT SERVICE$

Annexure to the Notice dated 07th August, 2018 Details of Directors retiring by Rotation/ seeking Re-Appointment at the Meeting

Name Mr, Bin Cheng

Dato of Birth 12th November, 1962

Date of Appointment 13th August, 2014

Quat,flcation Bachelof"'s Degn,e in Electrical Engineering, Master's in Applied

Electronics from the Tokvo lnstttute of Technology, Research Assi.iant

majoring Artificial Intelligence at the University of Maryland,

Expertise fxpettise of mo,e th&n 20 years In CAC, systtms development for

large intt rnattonal banks, lead CAC Shanghai to significant growth

<Ner the last 10 years play1ng a pivot,I role in developing the

relationship and the subsequent twsiness alliances with numerous

muttinational corporations and has been Instrumental In creating CAC

Shanghai's btJ•lness strategy for utilizing Chinese Information Technology

professionals to meet the technology needs of global clients.

Chairmanship/ Membership of the Committees 1. Audlt Committee- Member,

of the Board of Director of the Company 2. Stakeholders Relattonshlp Committee- Member.

3. Nomination af'Mt Remuneration Committee - Member.

Directorship of other Companies (excluding Nil

foreign Companie>/ Section 8 Companies)

Chairmanship/ Membership of the Committee Nil

of other companies In which he Is a Director

Number of Shares held In the Company (both Nil

own or held by/for other persons on a beneficial

ba,1s) as on 3Ut March, 2018.

Relationship with other Directors, Manager and Nil

other Key Managerlal Personnel of the Company

Number of meetings attended during the ye.ar Please refer Corporate Governance Section of the 23rd Annual Report

2017-18.

81 Aced Frontline Limited, Firsi Floor, Do .. 1a1h Towers, New Door Nos. 57, 59, 61 & 63, Taylors Road, Kilpauk, Chennai • 600 010.

CIN: L30006TNl995PLCOJl736

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ACCEL FRONTLINE GLOBAL IT SERVICES

AFUSS/SE/27/2018-2019 25th August, 2018

To, Listing Compliance, National Stock Exchange India Limited, Exchange Plaza, C-1 , Block-G, Sandra Kuna Complex, Sandra - (East). Mumbai - 400051 .

Sub: Intimation of Book Closure pursuant to Regulation 42 of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements). 2015, the Register of Member and Share Transfer Books of the Company will remain closed from 13th September, 2018 to 19th September, 2018 (both days inclusive) for taking record of the Members of the Company for the purpose of Annual General Meeting for the year 2017-18.

Symbol Type of Book Closure Record Purpose security both days inclusive Date

N.A. AFL Equity From To it\nnual General Meeting

AGM) for the year 201 7-13/09/2018 19/09/2018 8.

Kindly take the same on your record and d isplay the same on the website of your Stock Exchange.

For Accel Frontline Limited

S.Sundaramurthy Company Secretary

AceeJ Frontline Limited, Reg_d. Office: First Floor, 0owlath Towers, 'New Door Nos. 57, 59, 61 & 63> Taylors Road, Kilpauk, Chennai - 600 010. India Tel; +91-44-42252000 fax: +91-44•16424271

CIN: L30006TN 1995PLC031736 Webs it,: www.occelfron1lioe.com

Page 16: ACCEL FRONTLlNE - Inspirisys...Accel Frontline limited Registered Office: 57, 59, 61, 63, Taylors Road, Oowlath Towers, First Floor, Kilpauk, Chennai -600 010. CIN:L30006TN1995PLC031736

ACCEL FRONTLINE GLOBAL IT SERVICES

AFL/SS/SE/28/2018-2019 25th August, 2018

BSE Ltd. P.J. Towers Dalal Street Mumbai 400 001

Dear Sir,

Sub: Notice of Book Closure & Date of Annual General Meeting Ref; Scrip Code: BSE - 532774

This is to inform you that the 23ro Annual General Meeting of the Company will be held on Wednesday. the 19th September, 2018 at "The Music Academy Mini Hall, TTK Road, Alwarpet. Chennai -600 014" at 10:30AM. The Copy of the Notice of the 23rd Annual General Meeting is enclosed.

The Register of Members and Share Transfer Books of the Company will remain closed from Thursday, 13111 September. 2018 to Wednesday, 19111 September, 2018 (both days inclusive) for the purpose of Annual General Meeting for the year 2017-2018.

Further, we wish to intimate that in terms of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (LODR) Regulations, 2015, the Company shall provide to its members the facility to exercise their votes electronically for transacting the items of business as set out in the Notice convening the ensuing Annual General Meeting of the Company.

For the aforesaid purpose, the Company has fixed Wednesday, 12111 September, 2018 as the cut-off date to determine the entitlement of voting rights of members for e-voting.

The Company had entered into an arrangement with National Securities Depository Limited (NSDL) for facilitating e-voting through their e-voting platform.

Kindly take the same on record.

Yours faithfully,

For Accel Frontline Limited

S.Sundaramurthy Company Secretary

Encl: as above

Accel Frontline Lirnit~d, Regd. Offlu: First floor, Dowlalh Towers, ·New Door Nos. 57, 59, 61 & 63, Taylors Road, Kilpaul(, Chennai- 600 010. India Tel: +91-44-42252000 Fax: +9 1,4••2"64242'1

CIN: WC)006TNl99SPLC031736 Website: www.ac«lfrontline.com